Walgreens Boots Alliance Inc (NASDAQ:WBA), a top dividend aristocrat, has filed a Form 13D with the SEC, updating the regulatory body on its ownership stake in AmerisourceBergen Corp. (NYSE:ABC), with which it also has a business partnership. The filing reveals that Walgreens owns just under 15% of AmerisourceBergen’s outstanding shares. The two firms signed a ten-year distribution contract back in March of 2013. You can see the details of the latest, rather large filing below.
You can access the original SEC filing by clicking here.
Ownership Summary Table
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
Walgreens Boots Alliance Holdings LLC | 34,157,955 | 14.96% | ||||
Walgreens Pharmacy Strategies, LLC | 34,157,955 | 14.96% | ||||
Bond Drug Company of Illinois, LLC | 34,157,955 | 14.96% | ||||
Walgreen Eastern Co., Inc. | 34,157,955 | 14.96% | ||||
Walgreen Arizona Drug Co. | 34,157,955 | 14.96% | ||||
Walgreen Hastings Co. | 34,157,955 | 14.96% | ||||
Walgreen Co. | 34,157,955 | 14.96% | ||||
Alliance Boots Luxembourg S. r.l. | 0 | 0 | 0 | 0% | ||
Alliance Boots Holdings Limited | 0 | 0 | 0 | 0% | ||
AB Acquisitions UK Holdco | 0 | 0 | 0 | 0% | ||
Superior Acquisitions Limited | 0 | 0 | 0 | 0% | ||
Alliance Boots International Limited | 0 | 0 | 0 | 0% | ||
Alliance Boots Limited | 0 | 0 | 0 | 0% | ||
AB Acquisitions UK Topco Limited | 0 | 0 | 0 | 0% | ||
AB Acquisitions Luxco | 0 | 0 | 0 | 0% | ||
Alliance Boots GmbH | 0 | 0 | 0 | 0% | ||
Walgreen Swiss International GmbH | 0 | 0 | 0 | 0% | ||
Superior Holdings Limited | 0 | 0 | 0 | 0% | ||
Walgreen International S. r.l. | 0 | 0 | 0 | 0% | ||
Superior Bermuda GP | 0 | 0 | 0 | 0% | ||
Superior Luxco | 0 | 0 | 0 | 0% | ||
Walgreens Boots Alliance Scottish LP | 0 | 0 | 0 | 0% | ||
WBA | 0 | 0 | 0 | 0% | ||
Superior Luxco | 0 | 0 | 0 | 0% | ||
Superior Luxco | 0 | 0 | 0 | 0% | ||
Walgreen Investments Luxembourg SCS | 0 | 0 | 0 | 0% | ||
Walgreen International Investments LLC | 0 | 0 | 0 | 0% | ||
WBA Investments, Inc. | 0 | 0 | 0 | 0% | ||
Walgreen Investments Co | 0 | 0 | 0 | 0% | ||
Walgreens Boots Alliance, Inc. | 34,157,955 | 14.96% |
Page 1 of 68 SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
AMERISOURCEBERGEN CORPORATION
(Name of Issuer)
Common
Stock, par value $0.01 per share
(Title of Class of Securities)
03073E105
(CUSIP Number)
Jan Stern Reed
Senior
Vice President, General Counsel and Corporate Secretary
Walgreens Boots Alliance, Inc.
108 Wilmot Road
Deerfield, Illinois 60015
(847) 315-2500
With
a copy to:
Alan L. Dye, Esq.
Hogan Lovells US LLP
555
Thirteenth Street, N.W.
Washington, D.C. 20004
(202) 637-5600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 18, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for
other parties to whom copies are to be sent.
* | The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
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Page 2 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreens Boots Alliance Holdings LLC | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) AF, WC | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | ||||
8 | Shared Voting Power 34,157,955 | |||||
9 | Sole Dispositive Power | |||||
10 | Shared Dispositive Power 34,157,955 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 34,157,955 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 14.96%* | |||||
14 | Type of Reporting Person (See OO |
* | This calculation is based on 205,632,943 shares of Common Stock outstanding as of October 31, 2015 (as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed with the SEC on November 24, 2015), plus the 22,696,912 shares of Common Stock issuable upon the exercise of warrants (Warrant 1) that may be deemed to be beneficially owned by the Reporting Person that are exercisable within 60 days of the date of this Amendment No. 2, which shares are deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by the Reporting Person in accordance with Exchange Act Rule 13d-3(d)(1)(i). |
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Page 3 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreens Pharmacy Strategies, LLC | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) AF, WC | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Illinois | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | ||||
8 | Shared Voting Power 34,157,955 | |||||
9 | Sole Dispositive Power | |||||
10 | Shared Dispositive Power 34,157,955 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 34,157,955 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 14.96%* | |||||
14 | Type of Reporting Person (See OO |
* | This calculation is based on 205,632,943 shares of Common Stock outstanding as of October 31, 2015 (as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed with the SEC on November 24, 2015), plus the 22,696,912 shares of Common Stock issuable upon the exercise of warrants (Warrant 1) that may be deemed to be beneficially owned by the Reporting Person that are exercisable within 60 days of the date of this Amendment No. 2, which shares are deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by the Reporting Person in accordance with Exchange Act Rule 13d-3(d)(1)(i). |
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Page 4 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Bond Drug Company of Illinois, LLC | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) AF, WC | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Illinois | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | ||||
8 | Shared Voting Power 34,157,955 | |||||
9 | Sole Dispositive Power | |||||
10 | Shared Dispositive Power 34,157,955 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 34,157,955 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 14.96%* | |||||
14 | Type of Reporting Person (See OO |
* | This calculation is based on 205,632,943 shares of Common Stock outstanding as of October 31, 2015 (as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed with the SEC on November 24, 2015), plus the 22,696,912 shares of Common Stock issuable upon the exercise of warrants (Warrant 1) that may be deemed to be beneficially owned by the Reporting Person that are exercisable within 60 days of the date of this Amendment No. 2, which shares are deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by the Reporting Person in accordance with Exchange Act Rule 13d-3(d)(1)(i). |
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Page 5 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreen Eastern Co., Inc. | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) AF, WC | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of New York | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | ||||
8 | Shared Voting Power 34,157,955 | |||||
9 | Sole Dispositive Power | |||||
10 | Shared Dispositive Power 34,157,955 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 34,157,955 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 14.96%* | |||||
14 | Type of Reporting Person (See CO |
* | This calculation is based on 205,632,943 shares of Common Stock outstanding as of October 31, 2015 (as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed with the SEC on November 24, 2015), plus the 22,696,912 shares of Common Stock issuable upon the exercise of warrants (Warrant 1) that may be deemed to be beneficially owned by the Reporting Person that are exercisable within 60 days of the date of this Amendment No. 2, which shares are deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by the Reporting Person in accordance with Exchange Act Rule 13d-3(d)(1)(i). |
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Page 6 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreen Arizona Drug Co. | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) AF, WC | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Arizona | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | ||||
8 | Shared Voting Power 34,157,955 | |||||
9 | Sole Dispositive Power | |||||
10 | Shared Dispositive Power 34,157,955 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 34,157,955 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 14.96%* | |||||
14 | Type of Reporting Person (See CO |
* | This calculation is based on 205,632,943 shares of Common Stock outstanding as of October 31, 2015 (as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed with the SEC on November 24, 2015), plus the 22,696,912 shares of Common Stock issuable upon the exercise of warrants (Warrant 1) that may be deemed to be beneficially owned by the Reporting Person that are exercisable within 60 days of the date of this Amendment No. 2, which shares are deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by the Reporting Person in accordance with Exchange Act Rule 13d-3(d)(1)(i). |
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Page 7 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreen Hastings Co. | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) AF, WC | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Nebraska | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | ||||
8 | Shared Voting Power 34,157,955 | |||||
9 | Sole Dispositive Power | |||||
10 | Shared Dispositive Power 34,157,955 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 34,157,955 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 14.96%* | |||||
14 | Type of Reporting Person (See CO |
* | This calculation is based on 205,632,943 shares of Common Stock outstanding as of October 31, 2015 (as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed with the SEC on November 24, 2015), plus the 22,696,912 shares of Common Stock issuable upon the exercise of warrants (Warrant 1) that may be deemed to be beneficially owned by the Reporting Person that are exercisable within 60 days of the date of this Amendment No. 2, which shares are deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by the Reporting Person in accordance with Exchange Act Rule 13d-3(d)(1)(i). |
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Page 8 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreen Co. | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) WC | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Illinois | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | ||||
8 | Shared Voting Power 34,157,955 | |||||
9 | Sole Dispositive Power | |||||
10 | Shared Dispositive Power 34,157,955 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 34,157,955 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 14.96%* | |||||
14 | Type of Reporting Person (See CO |
* | This calculation is based on 205,632,943 shares of Common Stock outstanding as of October 31, 2015 (as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed with the SEC on November 24, 2015), plus the 22,696,912 shares of Common Stock issuable upon the exercise of warrants (Warrant 1) that may be deemed to be beneficially owned by the Reporting Person that are exercisable within 60 days of the date of this Amendment No. 2, which shares are deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by the Reporting Person in accordance with Exchange Act Rule 13d-3(d)(1)(i). |
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Page 9 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Alliance Boots Luxembourg S.à r.l. | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Luxembourg | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See OO |
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Page 10 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Alliance Boots Holdings Limited | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of England and Wales | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See CO |
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Page 11 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of AB Acquisitions UK Holdco 7 Limited | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of England and Wales | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See CO |
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Page 12 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Superior Acquisitions Limited | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of England and Wales | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See CO |
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Page 13 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Alliance Boots International Limited | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of England and Wales | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See CO |
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Page 14 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Alliance Boots Limited | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of England and Wales | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See CO |
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Page 15 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of AB Acquisitions UK Topco Limited | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of England and Wales | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See CO |
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Page 16 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of AB Acquisitions Luxco 1 S.à r.l. | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Luxembourg | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See OO |
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Page 17 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Alliance Boots GmbH | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Switzerland | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See OO |
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Page 18 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreen Swiss International GmbH | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Switzerland | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See OO |
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Page 19 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Superior Holdings Limited | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of England and Wales | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See CO |
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Page 20 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreen International S.à r.l. | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Luxembourg | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See OO |
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Page 21 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Superior Bermuda GP | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Bermuda | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See PN |
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Page 22 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Superior Luxco 3 S.à r.l. | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Luxembourg | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See OO |
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Page 23 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreens Boots Alliance Scottish LP | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Scotland | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See PN |
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Page 24 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of WBA 1 Scottish LLP | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Scotland | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See PN |
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Page 25 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Superior Luxco 2 S.à r.l. | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Luxembourg | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See OO |
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Page 26 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Superior Luxco 1 S.à r.l. | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Luxembourg | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See OO |
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Page 27 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreen Investments Luxembourg SCS | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Luxembourg | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See OO |
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Page 28 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreen International Investments LLC | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See OO |
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Page 29 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of WBA Investments, Inc. | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% | |||||
14 | Type of Reporting Person (See CO |
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Page 30 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreen Investments Co | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power 0 | ||||
8 | Shared Voting Power 0 | |||||
9 | Sole Dispositive Power 0 | |||||
10 | Shared Dispositive Power 0 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 0 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 0% * | |||||
14 | Type of Reporting Person (See CO |
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Page 31 of 68 SEC Filing
13D
CUSIP No. 03073E105 |
1 | Name of Walgreens Boots Alliance, Inc. | |||||
2 | Check the Appropriate Box if a Member (a) ¨ (b) x | |||||
3 | SEC Use Only | |||||
4 | Source of Funds (See Instructions) OO | |||||
5 | Check box if Disclosure of Legal ¨ | |||||
6 | Citizenship or Place of Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With | 7 | Sole Voting Power | ||||
8 | Shared Voting Power 34,157,955 | |||||
9 | Sole Dispositive Power | |||||
10 | Shared Dispositive Power 34,157,955 | |||||
11 | Aggregate Amount Beneficially Owned by Each Reporting Person 34,157,955 | |||||
12 | Check box if the Aggregate Amount in ¨ | |||||
13 | Percent of Class Represented by Amount 14.96%* | |||||
14 | Type of Reporting Person (See HC, CO |
* | This calculation is based on 205,632,943 shares of Common Stock outstanding as of October 31, 2015 (as reported by the Issuer in its Annual Report on Form 10-K for the fiscal year ended September 30, 2015 filed with the SEC on November 24, 2015), plus 22,696,912 shares of Common Stock issuable upon the exercise of warrants (Warrant 1) that may be deemed to be beneficially owned by the Reporting Person that are exercisable within 60 days of the date of this Amendment No. 2, which shares are deemed to be outstanding for the purpose of computing the percentage of outstanding shares beneficially owned by the Reporting Person in accordance with Exchange Act Rule 13d-3(d)(1)(i). |
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Page 32 of 68 SEC Filing
This Amendment No. 2 to Schedule 13D (this Amendment No. 2) amends and supplements
the Schedule 13D (the Schedule 13D) relating to the common stock, $0.01 par value per share (Common Stock), of AmerisourceBergen Corporation, a Delaware corporation (the Issuer),
originally filed with the Securities and Exchange Commission (the SEC) on April 9, 2014, as amended by Amendment No. 1 thereto filed with the SEC on January 16, 2015. Terms used but not defined in this Amendment
No. 2 have the respective meanings given to such terms in the original Schedule 13D, as amended by Amendment No. 1 thereto.
Explanatory Note
This Amendment
No. 2 is being filed because, pursuant to Rule 13d-3(d) under the Exchange Act, shares underlying warrants that become exercisable within 60 days are deemed beneficially owned for purposes of Section 13(d) of the Exchange Act and, as
previously disclosed in the Schedule 13D, Warrant 1 will by its terms become exercisable in March 2016. Accordingly, pursuant to Rule 13d-3(d) under the Exchange Act, certain of the Reporting Persons may, as disclosed herein, be deemed to be the
beneficial owner of the shares of Common Stock underlying Warrant 1 (in addition to their previously-reported beneficial ownership) as of the filing of this Amendment No. 2. This Amendment No. 2 also reflects the completion of an internal
reorganization of certain subsidiaries of Walgreens Boots Alliance, Inc., a Delaware corporation (WBA), and the transfer of certain securities of the Issuer between wholly-owned subsidiaries of WBA in accordance with the Framework
Agreement and related agreements.
Item 2. | Identity and Background. |
Item 2 is amended and supplemented as follows:
This Amendment No. 2 is being filed by: (i) Walgreens Boots Alliance Holdings LLC, a Delaware limited liability company (WBA
Holdings) (f/k/a WAB Holdings LLC); (ii) Walgreens Pharmacy Strategies, LLC, an Illinois limited liability company (WPS); (iii) Bond Drug Company of Illinois, LLC, an Illinois limited liability company
(Bond Drug); (iv) Walgreen Eastern Co., Inc., a New York corporation (WEC); (v) Walgreen Arizona Drug Co., an Arizona corporation (WADC); (vi) Walgreen Hastings Co., a Nebraska
corporation (WHC); (vii) Walgreen Co., an Illinois corporation (Walgreen); (viii) Alliance Boots Luxembourg S.à r.l, a Luxembourg société à responsabilité
limitée (limited liability company) (AB Luxembourg); (ix) Alliance Boots Holdings Limited, a private limited liability company organized under the laws of England and Wales (AB Holdings);
(x) AB Acquisitions UK Holdco 7 Limited, a private limited liability company organized under the laws of England and Wales (AB UK Holdco 7); (xi) Superior Acquisitions Limited, a private limited liability company
organized under the laws of England and Wales (Superior Acquisitions) (f/k/a AB Acquisitions Limited); (xii) Alliance Boots International Limited, a private limited liability company organized under the laws of England and
Wales (AB International); (xiii) Alliance Boots Limited, a private limited liability company organized under the laws of England and Wales (AB Limited); (xiv) AB Acquisitions UK Topco Limited, a
private limited liability company organized under the laws of England and Wales (AB UK Topco); (xv) AB Acquisitions Luxco 1 S.à r.l., a Luxembourg société à responsabilité
limitée (limited liability company) (AB Luxco 1); (xvi) Alliance Boots GmbH, a Swiss Gesellschaft mit beschränkter Haftung (limited liability company) (Alliance Boots);
(xvii) Walgreen Swiss International GmbH, a Swiss Gesellschaft mit beschränkter Haftung (limited liability company) (Walgreen Swiss); (xviii) Superior Holdings Limited, a private limited liability company
organized under the laws of England and Wales (Superior) (f/k/a Ontario Holdings WBA Limited); (xix) Walgreen International S.à r.l., a Luxembourg société à responsabilité
limitée (limited liability company) (Walgreen International); (xx) Superior Bermuda GP, a Bermuda General Partnership (Superior Bermuda); (xxi) Superior Luxco 3 S.à r.l., a Luxembourg
société à responsabilité limitée (limited liability company) (Superior Luxco 3); (xxii) Walgreens Boots Alliance Scottish LP, a private limited partnership organized under the laws of
Scotland (WBA Scottish); (xxiii) WBA 1 Scottish LLP, a private limited liability partnership organized under the laws of Scotland (WBA Scottish 1); (xxiv) Superior Luxco 2 S.à r.l., a Luxembourg
société à responsabilité limitée (limited liability company) (Superior Luxco 2); (xxv) Superior Luxco 1 S.à r.l., a Luxembourg société à
responsabilité limitée (limited liability company) (Superior Luxco 1); (xxvi) Walgreen Investments Luxembourg SCS, a Luxembourg société en commandite simple (limited partnership)
(Walgreen Investments Lux); (xxvii) Walgreen International Investments LLC, a Delaware limited liability company (Walgreen International Investments); (xxviii) WBA Investments, Inc., a Delaware
corporation (WBA Investments); (xxix) Walgreen Investments Co, a Delaware corporation (WIC); and (xxx) WBA. WBA Holdings, WPS, Bond Drug, WEC, WADC, WHC, Walgreen, AB Luxembourg, AB Holdings, AB UK
Holdco, Superior Acquisitions, AB International, AB Limited, AB UK Topco, AB Luxco 1, Alliance Boots, Walgreen Swiss, Superior, Walgreen International, Superior Bermuda, Superior Luxco 3, WBA Scottish, WBA Scottish 1, Superior Luxco 2, Superior
Luxco 1, Walgreen Investments Lux, Walgreen International Investments, WBA Investments, WIC and WBA are collectively referred to as the Reporting Persons.
WBA Holdings was formed solely for the purpose of investing in the Issuer. All of the outstanding shares of Common Stock reported as beneficially owned by any
Reporting Person in this Schedule 13D are held of record by WBA Holdings. In addition, WBA Holdings is the holder of Warrant 1 (as defined in the Schedule 13D) and Warrant 2 (as defined in the Schedule 13D) as of the filing of this Amendment
No. 2. WBA Holdings is a direct wholly-owned subsidiary of WPS. WPS is a direct wholly-owned subsidiary of Bond Drug. Bond Drug is a direct wholly-owned subsidiary of WEC. WEC is a direct wholly-owned subsidiary of WADC. WADC is a direct
wholly-owned subsidiary of WHC. WHC is a direct wholly-owned subsidiary of Walgreen. Walgreen is a direct wholly-owned subsidiary of WBA. WBA, together with its subsidiaries, including the Reporting Persons, is a global pharmacy-led, health and
wellbeing enterprise.
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Page 33 of 68 SEC Filing
As a result of the completion of an internal reorganization of certain subsidiaries of WBA and the transfer of
certain securities of the Issuer between wholly-owned subsidiaries of WBA in accordance with the Framework Agreement and related agreements (collectively, the internal reorganization) subsequent to the filing of Amendment No. 1,
each of AB Luxembourg, AB Holdings, AB UK Holdco, Superior Acquisitions, AB International, AB Limited, AB UK Topco, AB Luxco 1, Alliance Boots, Walgreen Swiss, Superior, Walgreen International, Superior Bermuda, Superior Luxco 3, WBA Scottish, WBA
Scottish 1, Superior Luxco 2, Superior Luxco 1, Walgreen Investments Lux, Walgreen International Investments, WBA Investments and WIC do not beneficially own any of the shares of Common Stock or Warrants held by WBA Holdings as of the filing of this
Amendment No. 2 and, accordingly, will not be Reporting Persons in future amendments to this Schedule 13D. In connection with the internal reorganization, the prior interest of AB Luxembourg in WBA Holdings was redeemed by WBA Holdings, WPS
exercised the Post-Second Step Call Option (as defined in the Transaction Rights Agreement) and acquired the portion of the Warrants it did not already own, and WPS contributed the Warrants to WBA Holdings, its wholly-owned direct subsidiary. AB
Luxembourg is jointly-owned directly by AB Holdings and Walgreen International. AB Holdings is a direct wholly-owned subsidiary of AB UK Holdco 7. AB UK Holdco 7 is a direct wholly-owned subsidiary of Superior
Acquisitions. Superior Acquisitions is a direct wholly-owned subsidiary of AB International. AB International is jointly-owned directly by AB Limited and Superior. AB Limited is a direct wholly-owned subsidiary of AB UK Topco. AB UK Topco is a
direct wholly-owned subsidiary of AB Luxco 1. AB Luxco 1 is a direct wholly-owned subsidiary of Alliance Boots. Alliance Boots is jointly-owned directly by Walgreen Swiss and Superior. Walgreen Swiss is a direct wholly-owned subsidiary of Superior.
Superior is a direct wholly-owned subsidiary of Walgreen International. Walgreen International is a direct wholly-owned subsidiary of Superior Bermuda. Superior Bermuda is jointly-owned directly by Superior Luxco 3 and WBA Scottish. Superior Luxco 3
is a direct wholly-owned subsidiary of WBA Scottish. WBA Scottish is jointly-owned directly by WBA 1 Scottish, Superior Luxco 1 and Superior Luxco 2. WBA 1 Scottish is jointly-owned directly by Superior Luxco 1 and Superior Luxco 2. Superior Luxco 2
is a direct wholly-owned subsidiary of Superior Luxco 1. Superior Luxco 1 is a direct wholly-owned subsidiary of Walgreen Investments Lux. Walgreen Investments Lux is jointly-owned directly by WBA Investments and Walgreen International Investments.
Walgreen International Investments is a direct wholly-owned subsidiary of WBA Investments. WBA Investments is a direct wholly-owned subsidiary of WBA. WIC is a direct wholly-owned subsidiary of Walgreen.
The principal business office of WBA Holdings, WPS, Bond Drug, WEC, WADC, WHC, Walgreen International Investments, WBA Investments, Walgreen, WIC and WBA is:
c/o Walgreens Boots Alliance, Inc.
108 Wilmot Road
Deerfield,
Illinois 60015.
The principal business office of AB Luxembourg and AB Luxco 1 is:
59, rue de Rollingergrund
Luxembourg L-2440
Luxembourg.
The principal business office of AB Holdings, AB UK Holdco 7, Superior Acquisitions, AB International, AB Limited, AB UK Topco and Superior is:
Sedley Place, 4th Floor
361
Oxford Street
London W1C 2JL
United Kingdom.
The principal business office of
Alliance Boots and Walgreen Swiss is:
Untermattweg 8
3027 Bern
Switzerland.
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Page 34 of 68 SEC Filing
The principal business office of Walgreen International, Superior Luxco 3, Superior Luxco 2 and Superior Luxco 1
is:
46A, Avenue J.F. Kennedy
Luxembourg, L-1855
Luxembourg.
The principal business office of Superior Bermuda is:
3rd floor, Par La Ville Place
14
Par-la-Ville Rd
Hamilton HM 08, Bermuda.
The principal business office of WBA Scottish and WBA Scottish 1 is:
50 Lothian Road
Festival Square
Edinburgh EH3 9WJ.
The principal business
office of Walgreen Investments Lux is:
2, Rue Joseph Hackin
L 1746 Luxembourg City
Luxembourg.
Attached as Annex A hereto and incorporated herein by reference is a list containing the (a) name, (b) residence or business address,
(c) present principal occupation or employment and the name, principal business address of any corporation or other organization in which such employment is conducted, and (d) citizenship, in each case, of each director and executive
officer of the Reporting Persons, as applicable.
During the last five years, each Reporting Person and, to the knowledge of such Reporting Person, each
person listed in Annex A with respect to such Reporting Person, has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) and has not been a party to a civil proceeding of any judicial or administrative
body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding of
any violation with respect to such laws.
Item 5. | Interest in Securities of the Issuer |
Item 5 is hereby amended by adding the following:
(a) and (b). The ownership percentages set forth below are based on 205,632,943 shares of Common Stock outstanding as of October 31, 2015, as reported by
the Issuer on its Annual Report on Form 10-K for the fiscal year ended September 30, 2015, filed by the Issuer with the SEC on November 24, 2015, plus, where applicable, the number of shares of Common Stock issuable upon the exercise of
warrants that may be deemed to be beneficially owned by certain of the Reporting Persons that are exercisable within 60 days of the date of this Amendment No. 2, which shares are deemed to be outstanding for the purpose of computing the
percentage of outstanding shares beneficially owned by the Reporting Person in accordance with Exchange Act Rule 13d-3(d)(1)(i).
WBA Holdings may be
deemed to beneficially own 11,461,043 outstanding shares of Common Stock. In addition, WBA Holdings is the holder of Warrant 1, which, as previously disclosed in the Schedule 13D, will by its terms become exercisable in March 2016. Therefore,
pursuant to Rule 13d-3(d) under the Exchange Act, the 22,696,912 shares of Common Stock underlying Warrant 1 may be deemed to be beneficially owned by WBA Holdings as of the filing of this Amendment No. 2. As a result, WBA Holdings may be
deemed to beneficially own an aggregate of 34,157,955 shares of Common Stock (representing approximately 14.96% of the total number of shares of Common Stock outstanding, assuming the exercise in full of Warrant 1) as of the filing of this Amendment
No. 2.
By virtue of relationships reported in Item 2, each of WPS, Bond Drug, WEC, WADC, WHC, Walgreen and WBA may be deemed to share the power
to vote or direct to vote or to direct the voting of, and to dispose of or to direct the disposition of and, accordingly, may be deemed to beneficially own the 11,461,043 outstanding shares of Common Stock held by WBA Holdings and the 22,696,912
shares of Common Stock underlying Warrant 1 held by WBA Holdings. As a result of the foregoing, each of WPS, Bond Drug, WEC, WADC, WHC, Walgreen and WBA may be deemed to beneficially own an aggregate of 34,157,955 shares of Common Stock
(representing approximately 14.96% of the total number of shares of Common Stock outstanding, assuming the exercise in full of Warrant 1) as of the filing of this Amendment No. 2.
As a result of the completion of the internal reorganization, each of AB Luxembourg, AB Holdings, AB UK Holdco, Superior Acquisitions, AB International, AB
Limited, AB UK Topco, AB Luxco 1, Alliance Boots, Walgreen Swiss, Superior, Walgreen International, Superior Bermuda, Superior Luxco 3, WBA Scottish, WBA Scottish 1, Superior Luxco 2, Superior Luxco 1, Walgreen Investments Lux, Walgreen
International Investments, WBA Investments and WIC no longer beneficially own any shares of Common Stock of the Issuer as of the filing of this Amendment No. 2.
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Page 35 of 68 SEC Filing
Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any
Reporting Person (other than WBA Holdings) that it is the beneficial owner of any shares of Common Stock for purposes of Section 13(d) of the Exchange Act, or for any other purpose, and such beneficial ownership is expressly disclaimed.
(c), (d) and (e). The information set forth in the third paragraph of Item 2 of this Amendment No. 2 is incorporated herein by reference. With
respect to each Reporting Person, such Reporting Person and, to the knowledge of such Reporting Person, the persons listed in Annex A hereto with respect to such Reporting Person, have not otherwise effected any transaction in shares of Common Stock
in the past 60 days.
Other than WBA Holdings, WPS, Bond Drug, WEC, WADC, WHC, Walgreen and WBA and the persons listed in Annex A hereto with respect
thereto, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock covered by this Schedule 13D.
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Page 36 of 68 SEC Filing
SIGNATURES
After reasonable inquiry and to the best of the undersigneds knowledge and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated: January 25, 2016
WALGREENS BOOTS ALLIANCE HOLDINGS LLC | ||
By: | /s/ Dan Morrell | |
Name: | Dan Morrell | |
Title: | Manager | |
By: | /s/ Jason Dubinsky | |
Name: | Jason Dubinsky | |
Title: | Manager | |
By: | /s/ Marco Pagni | |
Name: | Marco Pagni | |
Title: | Manager | |
By: | /s/ Gordon Farquhar | |
Name: | Gordon Farquhar | |
Title: | Manager | |
WALGREENS PHARMACY STRATEGIES, LLC | ||
By: | /s/ Richard Ashworth | |
Name: | Richard Ashworth | |
Title: | President | |
BOND DRUG COMPANY OF ILLINOIS, LLC | ||
By: | /s/ Mark A. Wagner | |
Name: | Mark A. Wagner | |
Title: | President | |
WALGREEN EASTERN CO., INC. | ||
By: | /s/ Richard Ashworth | |
Name: | Richard Ashworth | |
Title: | President | |
WALGREEN ARIZONA DRUG CO. | ||
By: | /s/ Richard Ashworth | |
Name: | Richard Ashworth | |
Title: | President | |
WALGREEN HASTINGS CO. | ||
By: | /s/ Richard Ashworth | |
Name: | Richard Ashworth | |
Title: | President |
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Page 37 of 68 SEC Filing
WALGREEN CO. | ||
By: | /s/ Richard Ashworth | |
Name: | Richard Ashworth | |
Title: | President, Pharmacy and Retail Operations | |
ALLIANCE BOOTS LUXEMBOURG S.à r.l | ||
By: | /s/ Wolfgang Zettel | |
Name: | Wolfgang Zettel | |
Title: | Manager | |
By: | /s/ Stefan Lambert | |
Name: | Stefan Lambert | |
Title: | Manager | |
ALLIANCE BOOTS HOLDINGS LIMITED | ||
By: | /s/ Frank Standish | |
Name: | Frank Standish | |
Title: | Director | |
AB ACQUISITIONS UK HOLDCO 7 LIMITED | ||
By: | /s/ Frank Standish | |
Name: | Frank Standish | |
Title: | Director | |
SUPERIOR ACQUISITIONS LIMITED | ||
By: | /s/ Frank Standish | |
Name: | Frank Standish | |
Title: | Director | |
ALLIANCE BOOTS INTERNATIONAL LIMITED | ||
By: | /s/ Frank Standish | |
Name: | Frank Standish | |
Title: | Director | |
ALLIANCE BOOTS LIMITED | ||
By: | /s/ Frank Standish | |
Name: | Frank Standish | |
Title: | Director | |
AB ACQUISITIONS UK TOPCO LIMITED | ||
By: | /s/ Frank Standish | |
Name: | Frank Standish | |
Title: | Director | |
AB ACQUISITIONS LUXCO 1 S.à r.l | ||
By: | /s/ Wolfgang Zettel | |
Name: | Wolfgang Zettel | |
Title: | Manager |
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Page 38 of 68 SEC Filing
By: | /s/ Stefan Lambert | |
Name: | Stefan Lambert | |
Title: | Manager | |
ALLIANCE BOOTS GmbH | ||
By: | /s/ Frank Standish | |
Name: | Frank Standish | |
Title: | Director | |
WALGREEN SWISS INTERNATIONAL GmbH | ||
By: | /s/ Frank Standish | |
Name: | Frank Standish | |
Title: | Director | |
SUPERIOR HOLDINGS LIMITED | ||
By: | /s/ Martin Delve | |
Name: | Martin Delve | |
Title: | Director | |
WALGREEN INTERNATIONAL S.à r.l | ||
By: | /s/ Jack Mudde | |
Name: | Jack Mudde | |
Title: | Manager | |
By: | /s/ Joseph H. Greenberg | |
Name: | Joseph H. Greenberg | |
Title: | Manager | |
SUPERIOR BERMUDA GP | ||
By: Superior Luxco 3 S.à r.l, Partner | ||
By: | /s/ Gwenaelle Cousin | |
Name: | Gwenaelle Cousin | |
Title: | Manager | |
By: | /s/ Joseph H. Greenberg | |
Name: | Joseph H. Greenberg | |
Title: | Manager | |
SUPERIOR LUXCO 3 S.à r.l | ||
By: | /s/ Gwenaelle Cousin | |
Name: | Gwenaelle Cousin | |
Title: | Manager | |
By: | /s/ Joseph H. Greenberg | |
Name: | Joseph H. Greenberg | |
Title: | Manager | |
WALGREENS BOOTS ALLIANCE SCOTTISH LP | ||
By: Superior Luxco 1 S.à r.l, Partner | ||
By: | /s/ Jack Mudde | |
Name: | Jack Mudde | |
Title: | Manager |
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Page 39 of 68 SEC Filing
By: | /s/ Joseph H. Greenberg | |
Name: | Joseph H. Greenberg | |
Title: | Manager | |
WBA 1 SCOTTISH LLP | ||
By: Superior Luxco 1 S.à r.l, Partner | ||
By: | /s/ Jack Mudde | |
Name: | Jack Mudde | |
Title: | Manager | |
By: | /s/ Joseph H. Greenberg | |
Name: | Joseph H. Greenberg | |
Title: | Manager | |
SUPERIOR LUXCO 2 S.à r.l | ||
By: | /s/ Jack Mudde | |
Name: | Jack Mudde | |
Title: | Manager | |
By: | /s/ Joseph H. Greenberg | |
Name: | Joseph H. Greenberg | |
Title: | Manager | |
SUPERIOR LUXCO 1 S.à r.l | ||
By: | /s/ Jack Mudde | |
Name: | Jack Mudde | |
Title: | Manager | |
By: | /s/ Joseph H. Greenberg | |
Name: | Joseph H. Greenberg | |
Title: | Manager | |
WALGREEN INVESTMENTS LUXEMBOURG SCS | ||
By: | /s/ Jack Mudde | |
Name: | Jack Mudde | |
Title: | Manager | |
By: | /s/ Joseph H. Greenberg | |
Name: | Joseph H. Greenberg | |
Title: | Manager | |
WALGREEN INTERNATIONAL INVESTMENTS LLC | ||
By: | /s/ Jan Stern Reed | |
Name: | Jan Stern Reed | |
Title: | Vice President |
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Page 40 of 68 SEC Filing
WBA INVESTMENTS, INC. | ||
By: | /s/ Jan Stern Reed | |
Name: | Jan Stern Reed | |
Title: | Vice President | |
WALGREEN INVESTMENTS CO | ||
By: | /s/ Jan Stern Reed | |
Name: | Jan Stern Reed | |
Title: | Vice President | |
WALGREENS BOOTS ALLIANCE, INC. | ||
By: | /s/ Jan Stern Reed | |
Name: | Jan Stern Reed | |
Title: | Senior Vice President, General Counsel and Corporate Secretary |
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Page 41 of 68 SEC Filing
ANNEX A
WALGREENS BOOTS ALLIANCE HOLDINGS LLC
MANAGERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
Jason Dubinsky
Citizenship: United States
Present Principal
Occupation: Senior Vice President, CFO Planning and Central Operations, Walgreens Boots Alliance, Inc.
Gordon Farquhar
Citizenship: United Kingdom
Business Address: Sedley Place, 4th
Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Managing Director, Boots International
Dan Morrell
Citizenship: United States
Present Principal Occupation: Treasury Department, Walgreens Boots Alliance, Inc.
Marco Pagni
Citizenship: United Kingdom
Business Address: Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Executive Vice President, Global Chief Legal and Administrative Officer, Walgreens Boots Alliance, Inc.
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Page 42 of 68 SEC Filing
WALGREENS PHARMACY STRATEGIES, LLC
OFFICERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all officers listed below are United States citizens.
Richard Ashworth, President
Present Principal
Occupation: President, Pharmacy and Retail Operations, Walgreen Co.
Linda Filler, Vice President
Present Principal Occupation: President, Retail Products and Chief Merchandising and Marketing Officer, Walgreen Co.
Amelia Legutki, Vice President
Present Principal
Occupation: Director/Tax Counsel and Assistant Secretary, Walgreen Co.
Jan Stern Reed, Vice President and Secretary
Present Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Walgreens Boots Alliance, Inc.
Alan Nielsen, Treasurer
Present Principal Occupation:
Senior Vice President, Chief Financial Officer and Treasurer, Walgreen Co.
Dan Morrell, Assistant Treasurer
Present Principal Occupation: Treasury Department, Walgreens Boots Alliance, Inc.
Collin Smyser, Assistant Secretary
Present Principal
Occupation: Vice President and Assistant Corporate Secretary, Walgreens Boots Alliance, Inc.
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Page 43 of 68 SEC Filing
BOND DRUG COMPANY OF ILLINOIS, LLC
MANAGERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all managers listed below are United States citizens except for Alexander Gourlay, who is a
citizen of the United Kingdom.
Richard Ashworth
Present Principal Occupation: President, Pharmacy and Retail Operations, Walgreen Co.
Alexander Gourlay
Present Principal Occupation:
Executive Vice President, Walgreens Boots Alliance, Inc. and President of Walgreen Co.
Alan Nielsen
Present Principal Occupation: Senior Vice President, Chief Financial Officer and Treasurer, Walgreen Co.
OFFICERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all officers listed below are United States citizens.
Mark A. Wagner, President
Present Principal Occupation:
President, Business Operations, Walgreen Co.
Amelia Legutki, Vice President
Present Principal Occupation: Director/Tax Counsel and Assistant Secretary, Walgreen Co.
Jan Stern Reed, Vice President & Secretary
Present Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Walgreens Boots Alliance, Inc.
Alan Nielsen, Treasurer
Present Principal Occupation:
Senior Vice President, Chief Financial Officer and Treasurer, Walgreen Co.
Dan Morrell, Assistant Treasurer
Present Principal Occupation: Treasury Department, Walgreens Boots Alliance, Inc.
Collin Smyser, Assistant Secretary
Present Principal
Occupation: Vice President and Assistant Corporate Secretary, Walgreens Boots Alliance, Inc.
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Page 44 of 68 SEC Filing
WALGREEN EASTERN CO., INC.
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all directors listed below are United States citizens except for Alexander Gourlay, who is a
citizen of the United Kingdom.
Richard Ashworth
Present Principal Occupation: President, Pharmacy and Retail Operations, Walgreen Co.
Alexander Gourlay
Present Principal Occupation:
Executive Vice President, Walgreens Boots Alliance, Inc. and President of Walgreen Co.
Alan Nielsen
Present Principal Occupation: Senior Vice President, Chief Financial Officer and Treasurer, Walgreen Co.
OFFICERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all officers listed below are United States citizens.
Richard Ashworth
Present Principal Occupation:
President, Pharmacy and Retail Operations, Walgreen Co.
Amelia Legutki, Vice President
Present Principal Occupation: Director/Tax Counsel and Assistant Secretary, Walgreen Co.
Jan Stern Reed, Vice President & Secretary
Present Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Walgreens Boots Alliance, Inc.
Alan Nielsen, Treasurer
Present Principal Occupation:
Senior Vice President, Chief Financial Officer and Treasurer, Walgreen Co.
Dan Morrell, Assistant Treasurer
Present Principal Occupation: Treasury Department, Walgreens Boots Alliance, Inc.
Collin Smyser, Assistant Secretary
Present Principal
Occupation: Vice President and Assistant Corporate Secretary, Walgreens Boots Alliance, Inc.
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Page 45 of 68 SEC Filing
WALGREEN ARIZONA DRUG CO.
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all directors listed below are United States citizens except for Alexander Gourlay, who is a
citizen of the United Kingdom.
Richard Ashworth
Present Principal Occupation: President, Pharmacy and Retail Operations, Walgreen Co.
Alexander Gourlay
Present Principal Occupation:
Executive Vice President, Walgreens Boots Alliance, Inc. and President of Walgreen Co.
Alan Nielsen
Present Principal Occupation: Senior Vice President, Chief Financial Officer and Treasurer, Walgreen Co.
OFFICERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all officers listed below are United States citizens.
Richard Ashworth, President
Present Principal
Occupation: President, Pharmacy and Retail Operations, Walgreen Co.
Linda Filler, Vice President
Present Principal Occupation: President, Retail Products and Chief Merchandising and Marketing Officer, Walgreen Co.
Amelia Legutki, Vice President
Present Principal
Occupation: Director/Tax Counsel and Assistant Secretary, Walgreen Co.
Jan Stern Reed, Vice President and Secretary
Present Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Walgreens Boots Alliance, Inc.
Alan Nielsen, Treasurer
Present Principal Occupation:
Senior Vice President, Chief Financial Officer and Treasurer, Walgreen Co.
Dan Morrell, Assistant Treasurer
Present Principal Occupation: Treasury Department, Walgreens Boots Alliance, Inc.
Collin Smyser, Assistant Secretary
Present Principal
Occupation: Vice President and Assistant Corporate Secretary, Walgreens Boots Alliance, Inc.
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Page 46 of 68 SEC Filing
WALGREEN HASTINGS CO.
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all directors listed below are United States citizens except for Alexander Gourlay, who is a
citizen of the United Kingdom.
Richard Ashworth
Present Principal Occupation: President, Pharmacy and Retail Operations, Walgreen Co.
Alexander Gourlay
Present Principal Occupation:
Executive Vice President, Walgreens Boots Alliance, Inc. and President of Walgreen Co.
Alan Nielsen
Present Principal Occupation: Senior Vice President, Chief Financial Officer and Treasurer, Walgreen Co.
OFFICERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all officers listed below are United States citizens.
Richard Ashworth, President
Present Principal
Occupation: President, Pharmacy and Retail Operations, Walgreen Co.
Linda Filler, Vice President
Present Principal Occupation: President, Retail Products and Chief Merchandising and Marketing Officer, Walgreen Co.
Amelia Legutki, Vice President
Present Principal
Occupation: Director/Tax Counsel and Assistant Secretary, Walgreen Co.
Jan Stern Reed, Vice President and Secretary
Present Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Walgreens Boots Alliance, Inc.
Alan Nielsen, Treasurer
Present Principal Occupation:
Senior Vice President, Chief Financial Officer and Treasurer, Walgreen Co.
Dan Morrell, Assistant Treasurer
Present Principal Occupation: Treasury Department, Walgreens Boots Alliance, Inc.
Collin Smyser, Assistant Secretary
Present Principal
Occupation: Vice President and Assistant Corporate Secretary, Walgreens Boots Alliance, Inc.
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Page 47 of 68 SEC Filing
WALGREEN CO.
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all directors listed below are United States citizens except for Alexander Gourlay, who is a
citizen of the United Kingdom.
Richard Ashworth
Present Principal Occupation: President, Pharmacy and Retail Operations, Walgreen Co.
Alexander Gourlay
Present Principal Occupation:
Executive Vice President, Walgreens Boots Alliance, Inc. and President of Walgreen Co.
Mark A. Wagner
Present Principal Occupation: President, Business Operations, Walgreen Co.
OFFICERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all officers listed below are United States citizens, except for Alexander Gourlay, who is a
citizen of the United Kingdom.
Alexander Gourlay, President and Chief Executive Officer
Present Principal Occupation: Executive Vice President of Walgreens Boots Alliance, Inc. and President of Walgreen Co.
Richard Ashworth, President
Present Principal
Occupation: President, Pharmacy and Retail Operations, Walgreen Co.
Linda Filler, President
Present Principal Occupation: President, Retail Products and Chief Merchandising and Marketing Officer, Walgreen Co.
Mark A. Wagner, President
Present Principal Occupation:
President, Business Operations, Walgreen Co.
Abhi Dhar, Senior Vice President
Present Principal Occupation: Senior Vice President, Chief Information and Digital Officer, Walgreen Co.
Bradley M. Fluegel, Senior Vice President
Present
Principal Occupation: Senior Vice President, Chief Healthcare Commercial Market Development Officer, Walgreen Co.
Alan Nielsen, Senior Vice President
Present Principal Occupation: Senior Vice President, Chief Financial Officer and Treasurer, Walgreen Co.
Jan Stern Reed, Senior Vice President
Present Principal
Occupation: Senior Vice President, General Counsel and Secretary, Walgreens Boots Alliance, Inc.
Stevens J. Sainte-Rose, Senior Vice President
Principal Present Occupation: Senior Vice President and Chief Human Resources Officer, Walgreen Co.
Reuben E. Slone, Senior Vice President
Present Principal
Occupation: Senior Vice President, Supply Chain, Retail and Pharmacy Renewal, Walgreen Co.
Jason Dubinsky, Assistant Treasurer
Present Principal Occupation: Senior Vice President, CFO Planning and Central Operations, Walgreens Boots Alliance, Inc.
Amelia Legutki, Assistant Secretary
Present Principal
Occupation: Director/Tax Counsel and Assistant Secretary, Walgreen Co.
Collin Smyser, Assistant Secretary
Present Principal Occupation: Vice President and Assistant Corporate Secretary, Walgreens Boots Alliance, Inc.
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Page 48 of 68 SEC Filing
ALLIANCE BOOTS LUXEMBOURG S.à r.l.
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 59, rue de Rollingergrund, L-2440 Luxembourg, Luxembourg. To the knowledge of
WBA, all managers (gérants) listed below are citizens of the Federal Republic of Germany, except for Aidan Clare, who is a citizen of the Republic of Ireland.
Aidan Clare
Present Principal Occupation: Senior Vice
President and Global Treasurer, Walgreens Boots Alliance, Inc.
Stefan Lambert
Present Principal Occupation: Manager, AVEGA S.à r.l.
Wolfgang Zettel
Present Principal Occupation: Manager,
AVEGA S.à r.l.
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Page 49 of 68 SEC Filing
ALLIANCE BOOTS HOLDINGS LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Aidan Clare
Present Principal Occupation: Senior Vice
President and Global Treasurer, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
Martin Delve
Present Principal Occupation: Vice
President, International Controller, Walgreens Boots Alliance, Inc.
Citizenship: United Kingdom
Frank Standish
Present Principal Occupation: Vice
President, Operating Affairs, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
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Page 50 of 68 SEC Filing
AB ACQUISITIONS UK HOLDCO 7 LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Aidan Clare
Present Principal Occupation: Senior Vice
President and Global Treasurer, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
Martin Delve
Present Principal Occupation: Vice
President, International Controller, Walgreens Boots Alliance, Inc.
Citizenship: United Kingdom
Frank Standish
Present Principal Occupation: Vice
President, Operating Affairs, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
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Page 51 of 68 SEC Filing
SUPERIOR ACQUISITIONS LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Aidan Clare
Present Principal Occupation: Senior Vice
President and Global Treasurer, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
Martin Delve
Present Principal Occupation: Vice
President, International Controller, Walgreens Boots Alliance, Inc.
Citizenship: United Kingdom
Frank Standish
Present Principal Occupation: Vice
President, Operating Affairs, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
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Page 52 of 68 SEC Filing
ALLIANCE BOOTS INTERNATIONAL LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Aidan Clare
Present Principal Occupation: Senior Vice
President and Global Treasurer, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
Martin Delve
Present Principal Occupation: Vice
President, International Controller, Walgreens Boots Alliance, Inc.
Citizenship: United Kingdom
Frank Standish
Present Principal Occupation: Vice
President, Operating Affairs, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
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Page 53 of 68 SEC Filing
ALLIANCE BOOTS LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Aidan Clare
Present Principal Occupation: Senior Vice
President and Global Treasurer, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
Martin Delve
Present Principal Occupation: Vice
President, International Controller, Walgreens Boots Alliance, Inc.
Citizenship: United Kingdom
Frank Standish
Present Principal Occupation: Vice
President, Operating Affairs, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
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Page 54 of 68 SEC Filing
AB ACQUISITIONS UK TOPCO LIMITED
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL.
Aidan Clare
Present Principal Occupation: Senior Vice
President and Global Treasurer, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
Martin Delve
Present Principal Occupation: Vice
President, International Controller, Walgreens Boots Alliance, Inc.
Citizenship: United Kingdom
Frank Standish
Present Principal Occupation: Vice
President, Operating Affairs, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
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Page 55 of 68 SEC Filing
AB ACQUISITIONS LUXCO 1 S.à r.l.
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 59, rue de Rollinggergrund, L-2440 Luxembourg, Luxembourg. To the knowledge of
WBA, all managers (gérants) listed below are citizens of the Federal Republic of Germany, except for Aidan Clare, who is a citizen of the Republic of Ireland.
Aidan Clare
Business Address: Sedley Place, 4th Floor,
361 Oxford Street, London W1C 2JL
Present Principal Occupation: Senior Vice President and Global Treasurer, Walgreens Boots Alliance, Inc.
Stefan Lambert
Present Principal Occupation: Manager,
AVEGA S.à r.l.
Wolfgang Zettel
Present
Principal Occupation: Manager, AVEGA S.à r.l.
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Page 56 of 68 SEC Filing
ALLIANCE BOOTS GmbH
DIRECTORS
John Donovan
Business Address: Untermattweg 8, 3027 Bern, Switzerland
Present
Principal Occupation: President, Walgreens Boots Alliance Development GmbH
Citizenship: United Kingdom
Frank Standish
Business Address: Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Vice President,
Operating Affairs, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
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Page 57 of 68 SEC Filing
WALGREENS SWISS INTERNATIONAL GmbH
DIRECTORS
John Donovan
Business Address: Untermattweg 8, 3027 Bern, Switzerland
Present
Principal Occupation: President, Walgreens Boots Alliance Development GmbH
Citizenship: United Kingdom
Rene Gimenez
Business Address: Untermattweg 8, 3027
Bern, Switzerland
Present Principal Occupation: Director FP&A, Walgreens Boots Alliance Development GmbH
Citizenship: Italy
Frank Standish
Business Address: Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Vice President, Operating Affairs, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
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Page 58 of 68 SEC Filing
SUPERIOR HOLDINGS LIMITED
DIRECTORS
Aidan Clare
Business Address: Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL
Present Principal Occupation: Senior Vice President and Global Treasurer, Walgreens Boots Alliance, Inc.
Citizenship: Republic of Ireland
Martin Delve
Business Address: Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Vice President, International Controller, Walgreens Boots Alliance, Inc.
Citizenship: United Kingdom
Mark Muller
Business Address: 1 Thane Road, Beeston, Nottingham NG90 1BS
Present Principal Occupation: Chief Financial officer of Boots UK & ROI, Walgreens Boots Alliance, Inc.
Citizenship: United Kingdom
Dermid Strain
Business Address: 2 The Heights, Brooklands, Weybridge, Surrey, KT13 0NY
Present Principal Occupation: Director of Finance, Pharmaceutical Wholesale, Walgreens Boots Alliance, Inc.
Citizenship: United Kingdom
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Page 59 of 68 SEC Filing
WALGREEN INTERNATIONAL S.à r.l.
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 46A, Avenue J.F. Kennedy, Luxembourg, L-1855, Luxembourg.
Gwenaelle Cousin
Present Principal Occupation: Team
Leader, TMF Luxembourg SA
Citizenship: France
Joseph H.
Greenberg
Business Address: c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015
Present Principal Occupation: Vice President, Global M&A-Legal, Walgreens Boots Alliance, Inc.
Citizenship: United States
Jack Mudde
Present Principal Occupation: Deputy Managing Director, TMF Luxembourg SA
Citizenship: The Netherlands
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Page 60 of 68 SEC Filing
SUPERIOR LUXCO 3 S.à r.l.
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 46A, Avenue J.F. Kennedy, Luxembourg, L-1855, Luxembourg.
Jack Mudde
Present Principal Occupation: Deputy Managing
Director, TMF Luxembourg SA
Citizenship: The Netherlands
Gwenaelle Cousin
Present Principal Occupation: Team
Leader, TMF Luxembourg SA
Citizenship: France
Joseph H.
Greenberg
Business Address: c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015
Present Principal Occupation: Vice President, Global M&A-Legal, Walgreens Boots Alliance, Inc.
Citizenship: United States
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Page 61 of 68 SEC Filing
SUPERIOR LUXCO 2 S.à r.l.
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 46A, Avenue J.F. Kennedy, Luxembourg, L-1855, Luxembourg.
Gwenaelle Cousin
Present Principal Occupation: Team
Leader, TMF Luxembourg SA
Citizenship: France
Joseph H.
Greenberg
Business Address: c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015
Present Principal Occupation: Vice President, Global M&A-Legal, Walgreens Boots Alliance, Inc.
Citizenship: United States
Jack Mudde
Present Principal Occupation: Deputy Managing Director, TMF Luxembourg SA
Citizenship: The Netherlands
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Page 62 of 68 SEC Filing
SUPERIOR LUXCO 1 S.à r.l.
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 46A, Avenue J.F. Kennedy, Luxembourg, L-1855, Luxembourg.
Joseph H. Greenberg
Business Address: c/o Walgreens
Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015
Present Principal Occupation: Vice President, Global M&A-Legal, Walgreens Boots
Alliance, Inc.
Citizenship: United States
Jack Mudde
Present Principal Occupation: Deputy Managing Director, TMF Luxembourg SA
Citizenship: The Netherlands
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Page 63 of 68 SEC Filing
WALGREEN INVESTMENTS LUXEMBOURG SCS
MANAGERS (GÉRANTS)
Unless otherwise noted, the business address for each person listed below is 46A, Avenue J.F. Kennedy, Luxembourg, L-1855, Luxembourg.
Gwenaelle Cousin
Present Principal Occupation: Team
Leader, TMF Luxembourg SA
Citizenship: France
Joseph H.
Greenberg
Business Address: c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015
Present Principal Occupation: Vice President, Global M&A-Legal, Walgreens Boots Alliance, Inc.
Citizenship: United States
Jack Mudde
Present Principal Occupation: Deputy Managing Director, TMF Luxembourg SA
Citizenship: The Netherlands
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Page 64 of 68 SEC Filing
WALGREEN INTERNATIONAL INVESTMENTS LLC
MANAGERS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all managers listed below are United States citizens.
Jason Dubinsky
Present Principal Occupation: Senior Vice
President, CFO Planning and Central Operations, Walgreens Boots Alliance, Inc.
Jan Stern Reed
Present Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Walgreens Boots Alliance, Inc.
Kimberly Scardino
Present Principal Occupation: Senior
Vice President, Global Controller and Chief Accounting Officer, Walgreens Boots Alliance, Inc.
OFFICERS
Unless otherwise noted, the business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
To the knowledge of WBA, all officers listed below are United States citizens.
Kimberly Scardino, President
Present Principal Occupation: Senior Vice President, Global Controller and Chief Accounting Officer, Walgreens Boots Alliance, Inc.
Jason Dubinsky, Vice President
Present Principal
Occupation: Senior Vice President, CFO Planning and Central Operations, Walgreens Boots Alliance, Inc.
Jan Stern Reed, Vice President and Secretary
Present Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Walgreens Boots Alliance, Inc.
Claudio Moreno, Treasurer
Present Principal Occupation:
Vice President, Global Treasury, Walgreens Boots Alliance, Inc.
Amelia Legutki, Assistant Secretary
Present Principal Occupation: Director/Tax Counsel and Assistant Secretary, Walgreen Co.
Collin Smyser, Assistant Secretary
Present Principal
Occupation: Vice President and Assistant Corporate Secretary, Walgreens Boots Alliance, Inc.
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WBA INVESTMENTS, INC.
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all directors listed below are United States citizens.
Jason Dubinsky
Present Principal Occupation: Senior Vice
President, CFO Planning and Central Operations, Walgreens Boots Alliance, Inc.
Jan Stern Reed
Present Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Walgreens Boots Alliance, Inc.
Kimberly Scardino
Present Principal Occupation: Senior
Vice President, Global Controller and Chief Accounting Officer, Walgreens Boots Alliance, Inc.
OFFICERS
Unless otherwise noted, the business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
To the knowledge of WBA, all officers listed below are United States citizens.
Kimberly Scardino, President
Present Principal Occupation: Senior Vice President, Global Controller and Chief Accounting Officer, Walgreens Boots Alliance, Inc.
Jason Dubinsky, Vice President
Present Principal
Occupation: Senior Vice President, CFO Planning and Central Operations, Walgreens Boots Alliance, Inc.
Jan Stern Reed, Vice President and Secretary
Present Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Walgreens Boots Alliance, Inc.
Claudio Moreno, Treasurer
Present Principal Occupation:
Vice President, Global Treasury, Walgreens Boots Alliance, Inc.
Amelia Legutki, Assistant Secretary
Present Principal Occupation: Director/Tax Counsel and Assistant Secretary, Walgreen Co.
Collin Smyser, Assistant Secretary
Present Principal
Occupation: Vice President and Assistant Corporate Secretary, Walgreens Boots Alliance, Inc.
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Page 66 of 68 SEC Filing
WALGREEN INVESTMENTS CO
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all directors listed below are United States citizens.
Jason Dubinsky
Present Principal Occupation: Senior Vice
President, CFO Planning and Central Operations, Walgreens Boots Alliance, Inc.
Jan Stern Reed
Present Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Walgreens Boots Alliance, Inc.
Kimberly Scardino
Present Principal Occupation: Senior
Vice President, Global Controller and Chief Accounting Officer, Walgreens Boots Alliance, Inc.
OFFICERS
Unless otherwise noted, the business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
To the knowledge of WBA, all officers listed below are United States citizens.
Kimberly Scardino, President
Present Principal Occupation: Senior Vice President, Global Controller and Chief Accounting Officer, Walgreens Boots Alliance, Inc.
Jan Stern Reed, Vice President and Secretary
Present
Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Walgreens Boots Alliance, Inc.
Jason Dubinsky, Vice President
Present Principal Occupation: Senior Vice President, CFO Planning and Central Operations, Walgreens Boots Alliance, Inc.
Claudio Moreno, Treasurer
Present Principal Occupation:
Vice President, Global Treasury, Walgreens Boots Alliance, Inc.
Amelia Legutki, Assistant Secretary
Present Principal Occupation: Director/Tax Counsel and Assistant Secretary, Walgreen Co.
Collin Smyser, Assistant Secretary
Present Principal
Occupation: Vice President and Assistant Corporate Secretary, Walgreens Boots Alliance, Inc.
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Page 67 of 68 SEC Filing
WALGREENS BOOTS ALLIANCE, INC.
DIRECTORS
Unless otherwise noted, the
business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015. To the knowledge of WBA, all directors listed below are United States citizens, except for Janice M. Babiak, who is a
citizen of the United States and the United Kingdom; John A. Lederer, who is a citizen of Canada; Stefano Pessina, who is a citizen of Monaco; and Dominic Murphy, who is a citizen of the Republic of Ireland.
Janice M. Babiak
Present Principal Occupation: Former
Managing Partner, Ernst & Young LLP
David J. Brailer, MD
Present Principal Occupation: Chairman, Health Evolution Partners
William C. Foote
Present Principal Occupation: Former
Chairman and CEO, USG Corporation
Ginger L. Graham
Present Principal Occupation: President and CEO, Two Trees Consulting
John A. Lederer
Present Principal Occupation: Former
President and CEO, US Foods
Dominic P. Murphy
Business Address: Stirling Square, 7 Carlton Gardens, London SW1Y 5AD, United Kingdom
Present Principal Occupation: Partner, Kohlberg Kravis Roberts & Co. Partners LLP
Stefano Pessina
Business address: 24 Boulevard de
Ténao, Monte Carlo, 98000 Monaco
Present Principal Occupation: Executive Vice Chairman and Chief Executive Officer, Walgreens Boots Alliance, Inc.
Barry Rosenstein
Present Principal Occupation:
Managing Partner, JANA Partners LLC
Leonard D. Schaeffer
Present Principal Occupation: Judge Robert Maclay Widney Chair and Professor, University of Southern California
Nancy M. Schlichting
Present Principal Occupation: CEO,
Henry Ford Health System
James A. Skinner
Present
Principal Occupation: Executive Chairman, Walgreens Boots Alliance, Inc.
OFFICERS
Unless otherwise noted, the business address for each person listed below is c/o Walgreens Boots Alliance, Inc., 108 Wilmot Road, Deerfield, Illinois 60015.
To the knowledge of WBA, all executive officers listed below are United States citizens, except for George R. Fairweather, Alexander Gourlay, Marco Pagni and Simon Roberts, who are each citizens of the United Kingdom; Stefano Pessina and Ornella
Barra, who are each citizens of Monaco; and Ken Murphy, who is a citizen of the Republic of Ireland.
James A. Skinner
Present Principal Occupation: Executive Chairman, Walgreens Boots Alliance, Inc.
Stefano Pessina
Business Address: 24 Boulevard de
Ténao, Monte Carlo, 98000 Monaco
Present Principal Occupation: Executive Vice Chairman and Chief Executive Officer, Walgreens Boots Alliance, Inc.
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Ornella Barra
Business Address: 24 Boulevard de Ténao, Monte Carlo, 98000 Monaco
Present Principal Occupation: Executive Vice President of Walgreens Boots Alliance, Inc. and President and Chief Executive Global Wholesale and International
Retail
George R. Fairweather
Business Address:
Sedley Place, 4th Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Executive Vice President and Global Chief
Financial Officer, Walgreens Boots Alliance, Inc.
Alexander Gourlay
Present Principal Occupation: Executive Vice President, Walgreens Boots Alliance, Inc. and President of Walgreen Co.
Ken Murphy
Business Address: Sedley Place, 4th Floor,
361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Executive Vice President, Walgreens Boots Alliance, Inc. and President of
Global Brands
Marco Pagni
Business Address: Sedley
Place, 4th Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation:
Executive Vice President, Global Chief Legal and Administrative Officer, Walgreens Boots Alliance, Inc.
Jan Stern Reed
Present Principal Occupation: Senior Vice President, General Counsel and Corporate Secretary, Walgreens Boots Alliance, Inc.
Simon Roberts
Business Address: Sedley Place, 4th
Floor, 361 Oxford Street, London W1C 2JL, United Kingdom
Present Principal Occupation: Executive Vice President, Walgreens Boots Alliance and President of
Boots
Kimberly R. Scardino
Present Principal
Occupation: Senior Vice President, Global Controller and Chief Accounting Officer, Walgreens Boots Alliance, Inc.
Kathleen Wilson-Thompson
Present Principal Occupation: Executive Vice President and Global Chief Human Resources Officer, Walgreens Boots Alliance, Inc.